Shareholders shouldn’t approve the measure while Sprint’s
board is still evaluating a $25.5 billion counteroffer from Dish
Network Corp., the firm said yesterday. While shareholders are
scheduled to vote on SoftBank’s bid on June 12, Sprint’s board
is considering delaying the meeting as Dish works to firm up its
offer, people familiar with the matter said.

SoftBank is seeking to take control of Sprint to vault the
Tokyo-based company into the U.S. wireless market. After Sprint
agreed to SoftBank’s deal in October, Dish came up with its own
offer in April, saying it would combine its satellite-TV
business with the third-largest U.S. mobile-phone carrier.

“Approval of the existing agreement would be premature,”
Glass Lewis said in a report. “The interests of all
shareholders would be best served by deferring judgement on the
SoftBank transaction until such time as the board has provided
clear disclosure around its view on the Dish proposal.”

Sprint is seeking a binding offer from Dish, rather than
the preliminary bid it made in April, including details on
financing sources, said the people familiar with the matter, who
asked not to be identified because the talks are private.

Higher Offer?

The negotiations with Englewood, Colorado-based Dish may
ultimately lead SoftBank to boost its offer, said Jennifer
Fritzsche, an analyst with Wells Fargo & Co. in Chicago. Sprint
shares fell 0.8 percent to $7.20 at the close in New York,
though they remain well above the amount offered by either
suitor. Dish said in April its deal would include $4.76 in cash
and 0.05953 times each Dish share -- or $2.28 as of today’s
close -- for each Sprint share.

Sprint agreed May 20 to allow Dish access to private
financial data, giving Dish information to build a stronger case
for its proposal. As part of its merger agreement with SoftBank,
Sprint has 40 days to hold a shareholder vote on the deal from
the date that its proxy statement was sent to investors. The
document was mailed around May 3, suggesting that Sprint may
have to work with SoftBank to set a later date.

The report from Glass Lewis follows a recommendation in
favor of SoftBank’s bid last week from Institutional Shareholder
Services, the biggest shareholder advisory firm. ISS said it
couldn’t weigh in on whether Dish’s offer was superior since no
official proposal has been submitted to shareholders.

Holding Out

Another advisory firm, Egan-Jones Ratings Co., recommended
last week that Sprint investors reject SoftBank’s proposal.
SoftBank is probably preparing an improved offer, and Dish
remains in talks with Sprint, so it’s best to hold out for now,
Egan-Jones said.

Bob Toevs, a Dish spokesman, said his company is still
negotiating with Sprint’s board and management, and working with
the carrier to complete due diligence for the deal.

“We are confident Sprint will recognize the economic and
strategic superiority of the Dish proposal,” he said. He didn’t
immediately reply later yesterday to an e-mail seeking comment
on Glass Lewis’s report. A SoftBank representative also didn’t
immediately reply. Scott Sloat, a spokesman for Overland Park,
Kansas-based Sprint, declined to comment.

Separate Battle

Dish, the second-biggest U.S. satellite-TV provider, has
waged a separate battle with Sprint for control of Clearwire
Corp., the Bellevue, Washington-based wireless Internet company.
Dish raised its bid May 29 for Clearwire shares to $4.40, 29
percent higher than Sprint’s offer, forcing Sprint to choose
whether to counterbid and potentially affecting SoftBank’s
plans.

Dish has lined up $9.3 billion in financing for the Sprint
deal, people familiar with the matter said last month, though
that isn’t yet part of a formal offer. Dish raised about $2.6
billion in a bond offering managed by Barclays Plc, Jefferies
Group LLC, Macquarie Group Ltd. and Royal Bank of Canada. The
satellite company also received separate loans from the same
banks, as well as the Bank of Nova Scotia, the people said.

While Dish’s bid price is higher, SoftBank has argued that
the deal would load Sprint with too much debt. SoftBank also is
offering to provide Sprint with an $8 billion cash infusion,
helping the carrier complete other deals, such as Clearwire.